Common use of Indemnification Procedure for Third Party Claims Clause in Contracts

Indemnification Procedure for Third Party Claims. (a) In the event that any claim or demand, or other circumstance or state of facts which could give rise to any claim or demand, for which an Indemnitor may be liable to an Indemnitee hereunder (each, a “Claim”) is asserted or sought to be collected by a third party (“Third Party Claim”), the Indemnitee shall as soon as practicable notify the Indemnitor in writing of such Third Party Claim (“Notice of Claim”); provided, however, that the failure of any Indemnitee to give notice as provided in this Section 9.4(a) shall not relieve the Indemnitor of its obligations under this Article IX, except to the extent that such Indemnitor’s ability to remedy, contest, defend or settle with respect to such Third Party Claim is materially prejudiced by such failure or delay to give notice. The Notice of Claim shall (i) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur Liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement and (ii) to the extent ascertainable, specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paid or properly accrued, the basis for any anticipated Liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder. The Indemnitee shall enclose with the Notice of Claim a copy of all papers served with respect to such Third Party Claim, if any, and any other documents evidencing such Third Party Claim; provided, however, that any confidential or privileged materials shall not be disclosed by the Indemnitee other than as needed for the defense of the Third Party Claim, and the Indemnitor agrees to enter into a commercially reasonable confidentiality and non-use agreement with the Indemnitee with respect to such information.

Indemnification Procedure for Third Party Claims. (a) In the event that any claim or demand, or other circumstance or state of facts which that could give rise to any claim or demand, for which an Indemnitor may be liable to an Indemnitee hereunder (each, a “Claim”) is asserted or sought to be collected by a third party (“Third Party Claim”), the Indemnitee shall as soon as practicable notify the Indemnitor in writing of such Third Party Claim (“Notice of Claim”); provided, however, that the a failure of any by an Indemnitee to give notice provide a Notice of Claim as provided in this Section 9.4(a) soon as practicable shall not relieve affect the Indemnitor rights or obligations of its obligations under this Article IX, except such Indemnitee other than to the extent that the Indemnitor shall have been actually prejudiced as a result of such Indemnitor’s ability to remedy, contest, defend or settle with respect to such Third Party Claim is materially prejudiced by such failure or delay to give noticefailure. The Notice of Claim shall (i) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur Liability liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement Agreement, and (ii) to the extent ascertainable, specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paid or properly accrued, the basis for any anticipated Liability Loss and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder. The Indemnitee shall enclose with the Notice of Claim a copy of all papers served with respect to such Third Party Claim, if any, and any other documents evidencing such Third Party Claim; provided, however, that any confidential or privileged materials shall not be disclosed by the Indemnitee other than as needed for the defense of the Third Party Claim, and the Indemnitor agrees to enter into a commercially reasonable confidentiality and non-use agreement with the Indemnitee with respect to such information.

Indemnification Procedure for Third Party Claims. (a) In the event that any claim or demand, or other circumstance or state statement of facts which could give rise to any claim or demand, for which an Indemnitor may be liable to an Indemnitee hereunder (each, a “Claim”) is asserted or sought to be collected by a third party (“Third Party Claim”), the Indemnitee shall as soon as practicable notify the Indemnitor in writing of such Third Party Claim (“Notice of Claim”); provided that any Notice of Claim required to be provided to the Company Stockholders, the Company Optionholders and the RSU Holders as Indemnitors pursuant to Section 12.2 shall be delivered to the Stockholder Representative; provided, howeverfurther, that the failure to provide the Notice of any Indemnitee to give notice as provided in this Section 9.4(a) Claim shall not relieve the release any Indemnitor from any of its its, his or her obligations under this Article IX, XII except to the extent that such Indemnitor’s ability to remedy, contest, defend or settle with respect to such Third Party Claim is Indemnitor has been actually and materially prejudiced by such failure or delay to give noticefailure. The Notice of Claim shall (i) state that the Indemnitee has paid paid, suffered, reserved or properly accrued Losses or reasonably anticipates that it will incur Liability liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement and Agreement, (ii) state the amount of such Losses to the extent ascertainableknown, and (iii) specify in reasonable detail each individual item of Loss included in the amount so stated, material facts known to the date Indemnitee giving rise to such item was paid or properly accrued, the basis for any anticipated Liability claim and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder. The Indemnitee shall enclose with the Notice of Claim a copy of all relevant papers served with respect to such Third Party Claim, if any, and any other documents evidencing such Third Party Claim; provided, however, that any confidential or privileged materials shall not be disclosed by the Indemnitee other than as needed for the defense of the Third Party Claim, and the Indemnitor agrees to enter into a commercially reasonable confidentiality and non-use agreement with the Indemnitee with respect to such information.

Indemnification Procedure for Third Party Claims. (a) In the event that that, subsequent to the Closing, an Indemnified Party receives notice of the assertion of a Third Party Claim against such Indemnified Party, the Indemnified Party shall give written notice thereof, together with a statement of any available information regarding such claim to the Indemnifying Party within five (5) Business Days after learning of such claim (or demand, or other circumstance or state of facts which could give rise to any claim or demand, for which an Indemnitor within such shorter time as may be liable necessary to an Indemnitee hereunder (eachgive the Indemnifying Party a reasonable opportunity to respond to and defend such claim). Such written notice shall describe in reasonable detail the facts constituting the basis for such Third Party Claim and the amount of the potential Losses, a “Claim”) is asserted in each case to the extent known. The failure of the Indemnified Party to give reasonably prompt notice of any Third Party Claim shall not release, waive or sought otherwise affect the Indemnifying Party’s obligations with respect thereto except to be collected by a third party (“the extent that the Indemnifying Party can demonstrate that such failure has materially and irreparably prejudiced the defense of any such Third Party Claim”). The Indemnifying Party shall have the right upon written notice to the Indemnified Party within ten (10) days after receipt from the Indemnified Party of notice of such claim, to conduct at its expense the defense against such claim in its own name, or if required in the name of the Indemnified Party. If the Indemnifying Party elects not to assume control, the Indemnitee Indemnified Party shall as soon as practicable notify the Indemnitor in writing retain control of such Third Party Claim (“Notice and the Indemnifying Party will be liable for the fees and expenses of Claim”); provided, however, that counsel employed by the failure of Indemnified Party for any Indemnitee to give notice as provided in this Section 9.4(a) shall period during which the Indemnifying Party has not relieve assumed the Indemnitor of its obligations under this Article IX, except to the extent that such Indemnitor’s ability to remedy, contest, defend or settle with respect to defense thereof. The Party not controlling such Third Party Claim is materially prejudiced shall cooperate with and make available to the controlling Party such assistance and materials as may be reasonably requested by it (including copies of any summons, complaint or other pleading which may have been served on such failure Party and any written claim, demand, invoice, billing or delay other document evidencing or asserting the same), and shall have the right at its expense to give noticeparticipate in the defense assisted by counsel of its own choosing. The Notice of Claim shall (i) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur Liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement and (ii) to the extent ascertainable, specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paid or properly accrued, the basis for any anticipated Liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder. The Indemnitee shall enclose with the Notice of Claim a copy of all papers served with respect to Party controlling such Third Party Claim, if any, and any other documents evidencing Claim shall keep the non-controlling Party advised of the status of such Third Party Claim; providedClaim and fees incurred with respect thereto, howeveron at least a monthly basis, that any confidential or privileged materials and shall not be disclosed consider in good faith recommendations made by the Indemnitee other than as needed for the defense of the Third Party Claim, and the Indemnitor agrees to enter into a commercially reasonable confidentiality and non-use agreement with the Indemnitee controlling Party with respect to such informationthereto.

Indemnification Procedure for Third Party Claims. (a) In the event that any claim or demand, or other circumstance or state of facts which could give rise to any claim or demand, for which an Indemnitor may be liable to an Indemnitee hereunder (each, a “Claim”) is asserted or sought to be collected by a third party (“Third Party Claim”), the Indemnitee shall as soon as practicable (and in any event prior to the expiration of the Applicable Survival Period in Section 12.1) notify the Indemnitor in writing of such Third Party Claim (“Notice of Claim”); provided, however, that the failure of any Indemnitee to give notice as provided in this Section 9.4(a) a Notice of Claim shall not relieve the Indemnitor of its obligations under this Article IX, hereunder except to the extent that such Indemnitor’s ability to remedy, contest, defend or settle with respect to such Third Party Claim is the Indemnitor has been materially prejudiced by such failure or delay to give noticefailure. The Notice of Claim shall (i) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur Liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement Agreement, and (ii) specify in reasonable detail, to the extent ascertainablethen known, specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paid or properly accrued, if applicable, the basis for any anticipated Liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder, to the extent known or reasonably estimable. The Indemnitee shall enclose with the Notice of Claim a copy of all papers served with respect to such Third Party Claim, if any, and any other documents evidencing such Third Party Claim; provided, however, that any confidential or privileged materials shall not be disclosed by Claim in the Indemnitee other than as needed for the defense possession of the Third Party Claim, and the Indemnitor agrees to enter into a commercially reasonable confidentiality and non-use agreement with the Indemnitee with respect to such informationIndemnitee.

Indemnification Procedure for Third Party Claims. (a) In the event that any claim or demand, or other circumstance or state of facts which could is known to give rise to any claim or demand, for which an Indemnitor may be liable to an Indemnitee hereunder (each, a “Claim”) is asserted or sought to be collected by a third party (a “Third Party Claim”), the Indemnitee shall as soon as practicable notify the Indemnitor in writing of such Third Party Claim (a “Notice of Claim”); provided, however, that . Failure or delay in notifying the failure of any Indemnitee to give notice as provided in this Section 9.4(a) shall Indemnitor will not relieve the Indemnitor of its obligations under this Article IXany Liability it may have to the Indemnitee, except and only to the extent that such Indemnitor’s ability failure or delay causes actual harm to remedy, contest, defend or settle the Indemnitor with respect to such Third Party Claim is materially prejudiced by such failure or delay to give noticeClaim. The Notice of Claim shall (i) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur Liability liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement Agreement, and (ii) to the extent ascertainable, specify in reasonable detail each individual item of Loss included in the amount so stated, the date (if any) such item was paid or properly accrued, the basis for any anticipated Liability liability and the nature of the misrepresentation, breach of warranty, breach of covenant covenant, breach of agreement or other claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder. The Indemnitee shall enclose with the Notice of Claim a copy of all papers served with respect to such Third Party Claim, if any, and any other documents evidencing such Third Party Claim; provided, however, that any confidential or privileged materials shall not be disclosed by the Indemnitee other than as needed for the defense of the Third Party Claim, and the Indemnitor agrees to enter into a commercially reasonable confidentiality and non-use agreement with the Indemnitee with respect to such information.

Indemnification Procedure for Third Party Claims. (a) In the event that any claim or demand, or other circumstance or state of facts which that could give rise to any claim or demand, for which an Indemnitor may be liable to an Indemnitee hereunder (eachunder this Agreement, a “Claim”) is asserted or sought to be collected by a third party Person or Governmental Entity who is not a Party or an Affiliate thereof (a “Third Third-Party Claim”), the Indemnitee shall as soon as practicable notify the Indemnitor in writing of such Third Third-Party Claim (a “Notice of Claim”)) as promptly as practicable; provided, however, that the a failure of any or delay by an Indemnitee to give notice provide a Notice of Claim as provided in this Section 9.4(a) promptly as practicable shall not relieve affect the rights or obligations of such Indemnitee unless the Indemnitor shall have been prejudiced as a result of its obligations under this Article IX, except to the extent that such Indemnitor’s ability to remedy, contest, defend or settle with respect to such Third Party Claim is materially prejudiced by such failure or delay to give noticedelay. The Notice of Claim shall (i) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur Liability liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement Agreement, and (ii) specify in reasonable detail, as applicable and to the extent ascertainableknown, specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paid or properly accrued, the basis for any anticipated Liability Loss and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunderunder this Agreement. The Indemnitee shall enclose with the Notice of Claim a copy of all papers served with respect to such Third Third-Party Claim, if any, and any other documents evidencing such Third Third-Party Claim; provided, however, that . The Indemnitee will reasonably cooperate and assist the Indemnitor in determining the validity of any confidential or privileged materials shall not be disclosed claim for indemnity by the Indemnitee other than as needed for the defense of the Third Party Claim, and the Indemnitor agrees to enter into a commercially reasonable confidentiality and non-use agreement with the Indemnitee with respect to in otherwise resolving such informationmatters.

Indemnification Procedure for Third Party Claims. (a) In the event that any claim or demand, or other circumstance or state of facts which could give rise to any claim or demand, for which an Indemnitor indemnifying party under this Article X (an “Indemnitor”) may be liable to any indemnified party under this Article X (an Indemnitee hereunder (each, a “ClaimIndemnitee”) is asserted or sought to be collected by a third party (“Third Party Claim”), the Indemnitee shall as soon as reasonably practicable (but not later than ten (10) days following receipt of such claim or demand) notify the Indemnitor in writing of such Third Party Claim (“Notice of Claim”); ) provided, however, that no delay on the failure part of any Indemnitee to give notice as provided in this Section 9.4(a) notifying any Indemnitor shall not relieve the Indemnitor of its obligations under this Article IX, except from any obligation hereunder unless (and then solely to the extent that such Indemnitor’s ability to remedy, contest, defend or settle with respect to such Third Party Claim extent) the Indemnitor thereby is materially prejudiced by such failure or delay to give noticeprejudiced. The Notice of Claim shall (i) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur Liability liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement Agreement, and (ii) to the extent ascertainable, specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paid or properly or, if applicable, accrued, the basis for any anticipated Liability liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder. The Indemnitee shall enclose with the Notice of Claim a copy of all papers served with respect to such Third Party Claim, if any, and any other documents evidencing such Third Party Claim; provided, however, that any confidential or privileged materials shall not be disclosed by the Indemnitee other than as needed for the defense of the Third Party Claim, and the Indemnitor agrees to enter into a commercially reasonable confidentiality and non-use agreement with the Indemnitee with respect to such information.

Indemnification Procedure for Third Party Claims. (a) In the event that any claim or demand, or other circumstance or state of facts which could give rise to any claim or demand, demand for which an Indemnitor may be liable to an Indemnitee hereunder (each, a “Claim”) is asserted or sought to be collected by a third party (a “Third Party Claim”), the Indemnitee shall as soon as practicable promptly notify the Indemnitor in writing of such Third Party Claim (such notice, a “Notice of ClaimClaim Notice”); ) provided, however, that the failure of any Indemnitee or delay to give notice as provided in this Section 9.4(a) so notify the Indemnitor shall not relieve the Indemnitor of its obligations under this Article IXany obligation or liability that the Indemnitor may have to the Indemnitee unless, except and then only to the extent that such Indemnitor’s ability to remedythat, contest, defend or settle with respect to such Third Party Claim the Indemnitor is materially prejudiced by such failure or delay to give noticethereby. The Claim Notice of Claim shall (i) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will may incur Liability liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement Agreement, and (ii) to the extent ascertainable, specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paid or properly accrued, the basis for any anticipated Liability liability and the nature of the misrepresentation, breach of representation, warranty, breach of covenant or claim agreement to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunderhereunder (in each case to the extent determinable). The Indemnitee shall enclose with the Claim Notice of Claim a copy of all papers served with respect to such Third Party Claim, if any, and any other documents evidencing such Third Party Claim; provided, however, that any confidential or privileged materials shall not be disclosed by the Indemnitee other than as needed for the defense of the Third Party Claim, and the Indemnitor agrees to enter into a commercially reasonable confidentiality and non-use agreement with the Indemnitee with respect to such information.

Indemnification Procedure for Third Party Claims. (a) In the event that subsequent to the Closing Date any claim Indemnified Party becomes aware of any Claim or demand, the commencement of any action or other circumstance or state of facts which could give rise proceeding against such Indemnified Party by any Person who is not a party to this Agreement (including any claim or demand, for which an Indemnitor may be liable to an Indemnitee hereunder Governmental Authority) (each, a “Claim”) is asserted or sought to be collected by a third party (“Third Party Claim”), the Indemnitee as to which such Indemnified Party would be entitled to assert an Indemnity Claim, such Indemnified Party shall as soon as practicable notify the Indemnitor in writing promptly give written notice thereof together with a statement of any available information regarding such Third Party Claim, including, to the extent known by such Indemnified Party, the alleged factual basis for the Third Party Claim and the Losses claimed and referring to the provision of this Agreement pursuant to which indemnification is sought (the “Notice of Claim”) to the Indemnifying Party promptly after learning of such Third Party Claim. Failure by the Indemnified Party to provide notice on a timely basis of a Third Party Claim shall not affect the right of the Indemnified Party to obtain indemnification as a result of such Third Party Claim, except to the extent of any direct damages caused by such delay. If (i) the Indemnifying Party is any Seller and (A) such Third Party Claim does not seek injunctive or other equitable relief involving Purchaser or its Affiliates, (B) a Purchaser Protected Party’s insurance carrier does not require, as a condition to such Purchaser Protected Party’s eligibility to recover insurance proceeds on account of such Third Party Claim, that such carrier control the defense of any such Third Party Claim, (C) such Third Party Claim does not seek recourse which could reasonably be expected to adversely affect the ongoing business or operations (including customer, supplier or employee relationships) of a Purchaser Protected Party or any of its Affiliates (including their rights to use the Company Intellectual Property) or otherwise have a Material Adverse Effect, (D) the Agent can demonstrate that it has sufficient amounts which may be used in connection with such Third Party Claim to (I) defend such Third Party Claim, and (II) defend all other Third Party Claims then pending which the Agent is defending pursuant to this Section 8.8, and (E) the Indemnifying Party has acknowledged in writing to the Indemnified Party its unconditional obligation to indemnify the Indemnified Party for such Third Party Claim, or (ii) if the Indemnifying Party is Purchaser, then in any such case, except in the case of Claims described in Section 7.6(f), the Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the “Defense Notice”) within fifteen days of its receipt from the Indemnified Party of the Notice of Claim, to conduct at its expense the defense against such Claim in its own name, or, if necessary, in the name of the Indemnified Party; provided, however, that the failure of any Indemnitee Indemnified Party shall have the right to give notice as provided approve the defense counsel representing the Indemnifying Party in this Section 9.4(a) shall not relieve the Indemnitor of its obligations under this Article IXsuch defense, except to the extent that such Indemnitor’s ability to remedy, contest, defend or settle with respect to such Third Party Claim is materially prejudiced by such failure or delay to give notice. The Notice of Claim shall (i) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur Liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement and (ii) to the extent ascertainable, specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paid or properly accrued, the basis for any anticipated Liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder. The Indemnitee shall enclose with the Notice of Claim a copy of all papers served with respect to such Third Party Claim, if any, and any other documents evidencing such Third Party Claim; provided, however, that any confidential or privileged materials approval shall not be disclosed by the Indemnitee other than as needed for the defense of the Third Party Claimunreasonably withheld or delayed, and in the Indemnitor agrees event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate defense counsel, which shall be subject again to enter into a commercially reasonable confidentiality and non-use agreement with the Indemnitee with respect to such informationIndemnified Party’s approval, which approval shall not be unreasonably withheld or delayed.

Indemnification Procedure for Third Party Claims. (a) In the event that any claim or demand, or other circumstance or state of facts which could give rise to any claim or demand, for which an Indemnitor may be liable to an Indemnitee hereunder (each, a “Claim”) is asserted or sought to be collected by a third party (a “Third Party Claim”), the Indemnitee shall as soon as practicable notify the Indemnitor in writing of such Third Party Claim (a “Notice of Claim”); provided, however, that . Failure or delay in notifying the failure of any Indemnitee to give notice as provided in this Section 9.4(a) shall Indemnitor will not relieve the Indemnitor of its obligations under this Article IXany Liability it may have to the Indemnitee, except and only to the extent that such Indemnitor’s ability failure or delay causes actual harm to remedy, contest, defend or settle the Indemnitor with respect to such Third Party Claim is materially prejudiced by such failure or delay to give noticeClaim. The Notice of Claim shall (i) state that the Indemnitee has paid paid, incurred or properly accrued Losses or anticipates that it will incur Liability liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement and (ii) to the extent ascertainable, specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paid paid, incurred or properly accrued, the basis for any anticipated Liability liability and the nature of the misrepresentation, breach of warranty, breach of covenant covenant, breach of agreement or other claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder. The Indemnitee shall enclose with the Notice of Claim a copy of all papers served with respect to such Third Party Claim, if any, and any other documents evidencing such Third Party Claim; provided, however, that any confidential or privileged materials shall not be disclosed by the Indemnitee other than as needed for the defense of the Third Party Claim, and the Indemnitor agrees to enter into a commercially reasonable confidentiality and non-use agreement with the Indemnitee with respect to such information.

Indemnification Procedure for Third Party Claims. (a) In the event that any claim or demand, or other circumstance or state of facts which could give rise to any claim or demand, for which an Indemnitor may be liable to an Indemnitee hereunder (each, a “Claim”) is asserted or sought to be collected by a third party (a “Third Party Claim”), the Indemnitee shall as soon as practicable notify the Indemnitor in writing of such Third Party Claim (a “Notice of Claim”); provided, however, that . Failure or delay in notifying the failure of any Indemnitee to give notice as provided in this Section 9.4(a) shall Indemnitor will not relieve the Indemnitor of its obligations under this Article IXany Liability it may have to the Indemnitee, except and only to the extent that such Indemnitor’s ability failure or delay causes actual harm to remedy, contest, defend or settle the Indemnitor with respect to such Third Party Claim is materially prejudiced by such failure or delay to give noticeClaim. The Notice of Claim shall (i) state that the Indemnitee has paid or properly accrued paid, to the extent then known by the Indemnitee, Losses or anticipates that it will incur Liability liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement Agreement, and (ii) to the extent ascertainable, specify in reasonable detail to the extent then known by the Indemnitee each individual item of Loss included in the amount so stated, the date such item was paid or properly accrued, or the basis for any anticipated Liability liability and the nature of the misrepresentation, breach of warranty, breach of covenant covenant, breach of agreement or other claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder. The Indemnitee shall enclose with the Notice of Claim a copy of all papers served with respect to such Third Party Claim, if any, and any other documents evidencing such Third Party Claim; provided, however, that any confidential or privileged materials shall not be disclosed by the Indemnitee other than as needed for the defense of the Third Party Claim, and the Indemnitor agrees to enter into a commercially reasonable confidentiality and non-use agreement with the Indemnitee with respect to such information.

Indemnification Procedure for Third Party Claims. (ag) In the event that any claim or demand, or other circumstance or state of facts which that could give rise to any claim or demand, for which an Indemnitor may be liable to an Indemnitee hereunder (each, a “Claim”) is asserted or sought to be collected collected, in each case, in writing, by a third party (“Third Party Claim”), the Indemnitee shall as soon as practicable promptly, but in no event more than 30 days following such Indemnitee’s receipt of a Third Party Claim, notify the Indemnitor in writing of such Third Party Claim (“Notice of Claim”); provided, however, that the a failure of any by an Indemnitee to give provide timely notice as provided in this Section 9.4(a) shall not relieve affect the rights or obligations of such Indemnitee other than if the Indemnitor shall have been actually prejudiced as a result of its obligations under this Article IX, except to the extent that such Indemnitor’s ability to remedy, contest, defend or settle with respect to such Third Party Claim is materially prejudiced by such failure or delay to give noticefailure. The Notice of Claim shall (i) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur Liability liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement and (ii) to the extent ascertainable, specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paid or properly accrued, the basis for any anticipated Liability Loss and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder. The Indemnitee shall enclose with the Notice of Claim a copy of all papers served with respect to such Third Party Claim, if any, and any other documents evidencing such Third Party Claim; provided, however, that any confidential or privileged materials shall not be disclosed by the Indemnitee other than as needed for the defense of the Third Party Claim, and the Indemnitor agrees to enter into a commercially reasonable confidentiality and non-use agreement with the Indemnitee with respect to such information.

Indemnification Procedure for Third Party Claims. (a) ◦ In the event that subsequent to the Closing any claim or demand, or other circumstance or state of facts which could give rise Person entitled to any claim or demand, for which indemnification under this Agreement (an Indemnitor may be liable to an Indemnitee hereunder (each, a “ClaimIndemnified Party”) is asserted asserts a claim for indemnification or sought to be collected by a third party (“receives notice of the assertion of any Third Party ClaimClaim against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an “Indemnifying Party”), the Indemnitee Indemnified Party shall give written notice together with a statement of any available information regarding such claim to the Indemnifying Party promptly after learning of such claim. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the “Defense Notice”) within thirty (30) days after receipt from the Indemnified Party of notice of such claim, to conduct at his, her or its expense the defense against such claim in his, her or its own name, or if necessary in the name of the Indemnified Party, with counsel reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume control of a Third Party Claim and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if (i) the Third Party Claim seeks injunctive or other equitable relief, (ii) the Indemnified Party, in the claim notice to the Indemnifying Party, states that, based on advice of counsel, he, she or it believes that his, her or its interests in the Third Party Claim are, or can reasonably be expected to be, adverse to the interests of the Indemnifying Party, or (iii) such Indemnifying Party is unable to provide the Indemnified Party with reasonable assurance of his, her or its ability to pay the expenses of the defense against such Third Party Claim. ◦ In the event that the Indemnifying Party shall fail to give such notice described in Section 7.3(a), he, she or it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct such defense with counsel of its own choosing at the expense of the Indemnifying Party and to compromise and settle the claim, subject to the prior consent of the Indemnifying Party, which shall not be unreasonably withheld or delayed. ◦ In the event that the Indemnifying Party does elect to conduct the defense of the subject claim, the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as soon may be reasonably requested by he, she or it, all at the expense of the Indemnifying Party, and the Indemnified Party shall have the right at his, her or its expense to participate in the defense assisted by counsel of his, her or its own choosing and the Indemnified Party shall have the right to compromise and settle the claim only with the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. Without the prior written consent of the Indemnified Party, the Indemnifying Party will not enter into any settlement of any Third Party Claim or cease to defend against such claim, if pursuant to or as practicable notify a result of such settlement or cessation, (i) injunctive or other equitable relief would be imposed against the Indemnitor in writing Indemnified Party, or (ii) such settlement or cessation would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder. If a firm decision is made to settle a Third Party Claim, which offer the Indemnifying Party is permitted to settle under this Section 7.2(c), and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party will give written notice to the Indemnified Party to that effect. If the Indemnified Party fails to consent to such firm offer within thirty (30) days after his, her or its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim (“Notice and, in such event, the maximum liability of Claim”); provided, however, that the failure of any Indemnitee to give notice Indemnifying Party as provided in this Section 9.4(a) shall not relieve the Indemnitor of its obligations under this Article IX, except to the extent that such Indemnitor’s ability to remedy, contest, defend or settle with respect to such Third Party Claim is materially prejudiced by will not exceed the amount of such failure or delay to give notice. The Notice of Claim shall (i) state that the Indemnitee has settlement offer, plus costs and expenses paid or properly accrued Losses incurred by the Indemnified Party through the end of such thirty (30) day period. ◦ Any judgment entered or anticipates that it will incur Liability for Losses for settlement agreed upon in the manner provided herein shall be binding upon the Indemnifying Party, and shall conclusively be deemed to be an obligation with respect to which such Indemnitee the Indemnified Party is entitled to prompt indemnification pursuant to this Agreement and (ii) to the extent ascertainable, specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paid or properly accrued, the basis for any anticipated Liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder. The Indemnitee shall enclose with the Notice of Claim a copy of all papers served with respect to such Third Party Claim, if any, and any other documents evidencing such Third Party Claim; provided, however, that any confidential or privileged materials shall not be disclosed by the Indemnitee other than as needed for the defense of the Third Party Claim, and the Indemnitor agrees to enter into a commercially reasonable confidentiality and non-use agreement with the Indemnitee with respect to such information.

Indemnification Procedure for Third Party Claims. (a) In the event that subsequent to the Closing, any claim Person that is or demandmay be entitled to indemnification under this Article XI (an “Indemnified Party”) receives notice of the assertion of any claim, issuance of any order or the commencement of any Proceeding by any Person who is not a party or an Affiliate of a party (including, without limitation, any domestic or foreign court or other circumstance or state of facts which could give rise to any claim or demand, for which an Indemnitor may be liable to an Indemnitee hereunder Governmental Authority) (each, a “Claim”) is asserted or sought to be collected by a third party (“Third Party Claim”) against such Indemnified Party, with respect to which a party is or may be required to provide indemnification under this Agreement (an “Indemnifying Party”), the Indemnitee Indemnified Party shall as soon as practicable notify the Indemnitor in writing of give written notice regarding such Third Party Claim (a “Notice of ClaimClaim Notice”); provided, however, that the failure of any Indemnitee to give notice as provided in this Section 9.4(a) which shall not relieve the Indemnitor of its obligations under this Article IX, except be accompanied by reasonable supporting documentation submitted by such third party (to the extent that such Indemnitor’s ability to remedy, contest, defend or settle with respect to such Third Party Claim is materially prejudiced by such failure or delay to give notice. The Notice then in the possession of Claim the Indemnified Party) and shall describe in reasonable detail (i) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur Liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement and (ii) to the extent ascertainable, specify in reasonable detail each individual item of Loss included in known by the amount so stated, Indemnified Party) the date such item was paid or properly accrued, facts constituting the basis for any anticipated Liability such claim and the nature amount of the misrepresentationclaimed Losses if then known to the Indemnifying Party, breach within thirty (30) days after receiving written notice of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder. The Indemnitee shall enclose with the Notice of Claim a copy of all papers served with respect to such Third Party Claim, if any, and any other documents evidencing such Third Party Claim; provided, however, that any confidential or privileged materials the failure to give such written notice within such time period shall not limit the obligations of the Indemnifying Party under this Article XI or adversely affect the Indemnified Party’s right to indemnification, except to the extent (and only to the extent) that the Indemnifying Party is actually and materially prejudiced as a result of such failure. Subject to Section 11.5(b), within thirty (30) days after receipt of the Claim Notice, the Indemnifying Party may elect (but is not required to), upon written notice thereof to the Indemnified Party, to conduct, at its own expense and subject to the limitations in this Article XI, the defense of such Third Party Claim in its own name, or if necessary in the name of the Indemnified Party, with counsel of the Indemnifying Party’s choice (such counsel to be disclosed by reasonably satisfactory to the Indemnitee other than as needed for Indemnified Party). In the event that the Indemnifying Party does not so timely elect, or is not otherwise entitled, to conduct the defense of the subject Third Party Claim, then (subject to the limitations in this Article XI) the Indemnified Party shall have the sole right to conduct the defense of and to settle the subject Third Party Claim. Notwithstanding an election to assume and control the defense of a Third Party Claim, (i) the party not controlling such defense (the “Non-controlling Party”) may participate therein and employ separate legal counsel at its own expense, and (ii) if, and only if, there exists a material conflict of interest that would make it inappropriate for the same counsel to represent both the Indemnified Party and the Indemnitor agrees Indemnifying Party then the Indemnified Party shall be entitled to enter into a commercially reasonable confidentiality retain its own counsel, at the expense of the Indemnifying Party, except that the Indemnifying Party shall not be obligated to pay costs, fees or expenses of more than one separate counsel for all Indemnified Parties, taken together. The party controlling such defense (the “Controlling Party”) shall keep the Non-controlling Party reasonably advised of the status of such claim and nonthe defense thereof. The Non-use agreement controlling Party shall furnish the Controlling Party with such information as the Indemnitee Controlling Party may reasonably request with respect to such informationclaim and shall otherwise reasonably cooperate with and reasonably assist the Controlling Party and its counsel in the investigation, defense and settlement of such claim. The Indemnified Party shall not enter into any settlement of any Third Party Claim or consent to the entry of any judgment with respect to such Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. Without the prior written consent of the Indemnified Party, the Indemnifying Party may not enter into any settlement of any Third Party Claim or consent to the entry of any judgment with respect to such Third Party Claim, if (i) pursuant to or as a result of such settlement, consent or cessation, injunctive or other equitable relief would be imposed against any Indemnified Party, (ii) a finding or admission of any violation of applicable Legal Requirement would be made by any Indemnified Party and (iii) such settlement or judgement does not unconditionally release of the Indemnified Parties from all Liabilities with respect to such Third Party Claim. Notwithstanding anything to the contrary herein, the control of any Third Party Claims with respect to Taxes of any of the Acquired Companies shall be governed by Section 8.9 and not this Section 11.5.

Indemnification Procedure for Third Party Claims. (a) In the event that any claim or demand, or other circumstance or state of facts which that could give rise to any claim or demand, for which an Indemnitor may be liable to an Indemnitee hereunder under this Agreement (eachfor the avoidance of doubt, a “excluding any Tax Claim”) ), is asserted or sought to be collected by a third party Person or Government Entity who is not a Party or an Affiliate thereof (a “Third Third-Party Claim”), the Indemnitee shall as soon as practicable notify the Indemnitor in writing of such Third Third-Party Claim (a “Notice of Claim”)) as promptly as practicable; provided, however, that the a failure of any or delay by an Indemnitee to give notice provide a Notice of Claim as provided in this Section 9.4(a) promptly as practicable shall not relieve affect the rights or obligations of such Indemnitee unless the Indemnitor of its obligations under this Article IX, except to the extent that such Indemnitor’s ability to remedy, contest, defend or settle with respect to such Third Party Claim is shall have been materially prejudiced by as a result of such failure or delay to give noticedelay. The Notice of Claim shall (i) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur Liability liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement Agreement, and (ii) to the extent ascertainable, specify in reasonable detail detail, as applicable, each individual item of Loss included in the amount so stated, the date such item was paid or properly accrued, the basis for any anticipated Liability Loss and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunderunder this Agreement. The Indemnitee shall enclose with the Notice of Claim a copy of all papers served with respect to such Third Third-Party Claim, if any, and any other documents evidencing such Third Third-Party Claim; provided, however, that . The Indemnitee will reasonably cooperate and assist the Indemnitor in determining the validity of any confidential or privileged materials shall not be disclosed claim for indemnity by the Indemnitee other than as needed for the defense of the Third Party Claimand in otherwise resolving such matters. Such assistance and cooperation will include providing reasonable access to, and copies of, information, records and documents relating to such matters, furnishing employees to assist in the Indemnitor agrees to enter into a commercially reasonable confidentiality investigation, defense and non-use agreement with the Indemnitee resolution of such matters and providing legal and business assistance with respect to such informationmatters subject the confidentiality obligations set forth in Section 4.05.

Indemnification Procedure for Third Party Claims. (a) In a)Other than in respect of Taxes, which shall be governed by Section 6.7, in the event that any claim or demand, or other circumstance or state of facts which could that would reasonably be expected to give rise to any claim or demand, for which an Indemnitor may be liable to an Indemnitee hereunder (each, a “Claim”) is asserted or sought to be collected collected, in each case, in writing, by a third party (“Third Third-Party Claim”), the Indemnitee shall as soon as practicable promptly, but in no event more than thirty (30) days following such Indemnitee’s receipt or knowledge of a Third-Party Claim, notify the Indemnitor in writing of such Third Third-Party Claim (“Notice of Claim”); provided, however, that the a failure of any by an Indemnitee to give provide timely notice as provided in consistent with the requirements of this Section 9.4(a) shall not relieve affect the Indemnitor rights or obligations of its obligations under this Article IX, such Indemnitee except to the extent that such Indemnitor’s ability failure results in material prejudice to remedy, contest, defend or settle the Indemnifying Party with respect to such Third Third-Party Claim is materially prejudiced by such failure or delay to give noticeClaim. The Notice of Claim shall (i) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur Liability liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement (if applicable) and (ii) to the extent ascertainable, specify in reasonable detail each individual item of Loss included in the amount so statedstated (taking into account the information then known to the Indemnitee), the date such item was paid or properly accruedaccrued (if applicable), the basis for any anticipated Liability Loss and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related (taking into account the information then known to the Indemnitee) and the computation of the amount to which such Indemnitee claims to be entitled hereunder. The Indemnitee shall enclose with the Notice of Claim a copy of all papers served with respect to such Third Third-Party Claim, if any, and any other available documents evidencing such Third Third-Party Claim; provided, however, that any confidential or privileged materials shall not be disclosed by the Indemnitee other than as needed for the defense of the Third Party Claim, and the Indemnitor agrees to enter into a commercially reasonable confidentiality and non-use agreement with the Indemnitee with respect to such information.

Indemnification Procedure for Third Party Claims. (a) In the event that any claim or demand, or other circumstance or state Any Action by an Indemnified Party on account of facts a Loss which could give rise to any claim or demand, for which an Indemnitor may be liable to an Indemnitee hereunder does not result from a Third Party Claim (each, a “"Direct Claim”") is shall be asserted or sought to be collected by a third party (“Third the Indemnified Party Claim”)giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 days after the Indemnitee shall as soon as practicable notify the Indemnitor in writing Indemnified Party becomes aware of such Third Party Claim (“Notice of Direct Claim”); provided. The failure to give such prompt written notice shall not, however, that the failure of any Indemnitee to give notice as provided in this Section 9.4(a) shall not relieve the Indemnitor Indemnifying Party of its obligations under this Article IXindemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such Indemnitor’s ability failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have 30 days after its receipt of such notice to remedy, contest, defend or settle with respect respond in writing to such Third Direct Claim. The Indemnified Party Claim is materially prejudiced by such failure shall allow the Indemnifying Party and its professional advisors to investigate the matter or delay circumstance alleged to give notice. The Notice of Claim shall (i) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur Liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement and (ii) rise to the Direct Claim, and whether and to what extent ascertainable, specify any amount is payable in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paid or properly accrued, the basis for any anticipated Liability and the nature respect of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder. The Indemnitee shall enclose with the Notice of Claim a copy of all papers served with respect to such Third Party Claim, if any, and any other documents evidencing such Third Party Claim; provided, however, that any confidential or privileged materials shall not be disclosed by the Indemnitee other than as needed for the defense of the Third Party Direct Claim, and the Indemnitor agrees Indemnified Party shall assist the Indemnifying Party's investigation by giving such information and assistance (including access to enter into a commercially reasonable confidentiality the Corporation's premises and non-use agreement with personnel and the Indemnitee with respect right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such information30 day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be to the Indemnified Party on the terms and subject to the provisions of this Agreement.